The Gloom
by Makitk
Summary: A dark cloud hangs over a small town in the middle of nowhere, a haunted mansion casting a further shadow over the listless inhabitants' lives. It sounds like the most unlikely place to find a scared filly like Scootaloo, but this is where the Element Bearers have to fight for the Cutiemark Crusader's life, and their own.
1. Scootaloo, where are you?

The clouds over the town felt wrong.

For one, they weren't supposed to be there.

Rainbow couldn't remember anything in the weather schedule for today which required clouds of this thick padding to hover over a specific part of town.

Then there was the fact they were so thick that they were effectively casting an artificial night over the town below.

Rainbow had seen enough heavy rainclouds which did the same thing, it was just that there were usually more of them and they served a purpose; letting rain fall on the lands below.

These clouds did not look like your regular every day rainclouds. They were much darker and not at all moist to the touch.

And that there was the third issue with these clouds: They had no substance.

Normal clouds were fluffy bits of sky which were barely there to begin with, but they were still there! Rainbow could land on them, push them around, build a house with them.

These clouds refused to hold her when she tried landing on them, refused to move even when she threw gusts of wind at them with her strong wings, refused to be... real.

It was almost as if they weren't there at all.

Rainbow shook her head in annoyance at the ridiculous cloud cover, her rainbow mane wet with sweat from her attempts to get through to the clouds before her. "What is going on here?" she asked herself again, before looking down at the town below.

It was a small town; just a few houses surrounding a fountain in the center, with the occasional shop here or there.

It would have looked like an idyllic place to live in, if not for the clouds above casting a perpetual shadow over it, and the creepy mansion on a cliff's edge just outside of the town's borders.

Rainbow returned her attention to the mansion. From what little she had managed to get out of the fear-filled ponies below, Scootaloo had been last seen on the road leading toward it.

But nopony had seen her come back down again.

The rainbow-maned pony snorted at the thought of Scootaloo willingly entering something which looked as creepy as the mansion. Nothing about it looked right.

Proportionally it was way too big for the small town at the foot of the cliff it was built on, the shutters in front of the windows were all broken in some way or another, and the shadow was darker there than in any other part of the gloomy town.

It was like it was looking right back at you. No matter how you looked at it.

There were no eyes, of course. Who had ever seen a house with eyes? But it just felt like it was staring at you. Right into your soul.

Rainbow felt a shiver run down her spine and quickly shook the thought off again. She had tracked Scootaloo after her friends, Applebloom and Sweetie Belle, came to Rainbow for help the day before.

"We ain't seen Scootaloo fer almost two whole days now, Rainbow Dash!" Applejack's sister had proclaimed, to which Rarity's sister had nodded heavily.

"Yeah!"

"And we know you're her idol an' all," Applebloom continued. "We thought if anypony would be capable of findin' her, it'd be you!"

The worried looks on their faces was more than enough for Rainbow to promise she'd find the orange Pegasus filly.

Heck, they really didn't have to ask. The sudden fear that had risen in her heart when she learned of the kid having disappeared again, seemingly without a trace this time, was enough to have made her want to start the search right that instant.

Rainbow couldn't help it. She had a soft spot for Scootaloo. Especially after the filly had asked her to take her under her wing when they all went camping together.

The blue mare sighed and squinted her eyes at the mansion. If Scootaloo had really gone into that place, there wasn't much of a choice. Was there?

Her wings folded a little as she started a dive, unfolding them just at the right moment to land gracefully just a few hoofsteps away from the wooden porch of the building.

Rainbow shivered at the feeling of dread washing over her now she stood face to face with the building. Every part of it looked in disrepair. From the rot in the wooden planks that made up the porch, to the flaking of paint, and the creaking of the shutters hanging from only a single hinge. And usually not the top one at that.

The double front doors had some holes in them, and the locks looked like they had been forcefully destroyed in the past by somepony seeking entry in a hurry. Even with the holes, and with them hanging slightly ajar, there was no way for Rainbow Dash to see far beyond them. Everything had an unnatural darkness to it which made her more than a little uneasy.

"Scoots? Are you in there?" she called out, but lowered her ears in distress as her voice just seemed to get absorbed by the building. No echo, no response.

"Scoots?" she tried again, a bit louder this time, but all the response she got was the creaking of wood and rusted hinges moving in the chilly wind flowing around the building.

Rainbow took a deep breath, steeling herself for what she had to do. Scootaloo was in there somewhere. As the Element of Loyalty she couldn't leave any of her friends to an unknown fate. Especially when that fate looked as grim as this building did.

She slowly put one hoof in front of the other, looking up at the silhouette of the building before her as she did and feeling icy shivers running down her spine again.

"Come on, Rainbow. You can't chicken out now. This kid depends on you. Who knows what she got herself into this time? You got to be strong. Put your fears aside and get Scoots out of there," she chided herself softly, then took another deep breath before rushing in full-speed, the doors slamming open - then immediately shut again behind her. 


	2. No Time for Apples

"Whoa, whoa, slow down. What do y'all mean 'lost'?" Applejack queried, putting another full basket of apples on the cart her brother was holding steady on the uneven ground.

"We ain't seen her in days now, big sis," Applebloom replied, shaking her head sadly. "We even asked Rainbow Dash to go look for her, but she's gone now too!"

Applejack froze and raised an eyebrow. "Rainbow's always gone. She's either lazying about somewhere or tryin' some new fangled trick. She always comes back again."

"This is different. I know it is!" Applebloom decried!

Her partner-in-crime, Sweetie Belle, nodded heavily while trying to drink her apple juice at the same time, resulting in her snorting out some juice through her nose and convulsing in a coughing fit.

"Careful now," Applejack muttered, shaking her head a bit as she moved in to pat the Unicorn on the back. "Don't let Rarity see ya blowing juice out yer nose."

Sweetie Belle giggle-snorted at that, calming down from her coughing fit. "But Applebloom is right, Applejack! It feels like she's gone-gone. Not just gone like usual!"

Applejack sighed and glanced away over the fields. "Big Mac?"

"Eeyup?" her brother replied, looking like he already knew what she was going to ask.

"Do ya think ya can finish up the fields without me? I got to," Applejack sighed. "I just got to. She may be a pain in the backside when it comes to tryin' to win all the dang time, but she's still mah friend."

"Eeyup."

"Now you two run along and tell Twilight what happened. I'll see if I can find those two irresponsible ponies for ya," Applejack told the two crusaders, forcing a smile on her face for their benefit. "Twilight'll want to know what's goin' on, so off ya two go, okay?"

"Yes Applejack!" they both said in choir, then ran off toward Ponyville.

Applejack waited for the two to be out of earshot before turning to face her brother. "Something's not feelin' right."

"Eenope," he replied, thoughtfully chewing on a piece of straw.

"It's like what they said. It feels like Rainbow's gone fer real," the orange mare sighed, shaking her head.

"Eeyup," Big Macintosh offered, turning his head to look up at the sky.

Applejack decided. "I have to go look for her."

"Now y'all be careful, you hear?" Big Macintosh replied, and Applejack nodded solemnly to him.

"Ain't I always?" she winked, running off in the direction her sister Applebloom had mentioned last seeing Rainbow go off into.

"Eenope," Big Macintosh offered behind her, then started to pull his cart toward the farm house.

Applejack silently cursed her irresponsible friend as she tried to find a trace of her. The fields were empty, as were the skies, except for a darker patch up ahead. Past the Eastern arm of the White Tail Woods.

She knew there were hills and small mountains up behind them, of which the tallest peaks were aptly named the Unicorn Range. There were a collection of farms and fields laid out across the low hills beyond, providing food for Canterlot, but she had never actually gone there herself.

"What have you gotten yourself into, Rainbow?" Applejack wondered, weaving her way between the trees until she spotted something red lying amidst the undergrowth. "What the hay?"

The Earthpony skidded to a stop and trotted over to it, taking a corner of it between her teeth and giving a pull to get it out from under the leaves and branches it was covered with.

"Scootaloo's scooter?" she realized, watching the thing before her. That filly never went anywhere without it!

She awkwardly folded the scooter up, took its strap and tried pulling it over her head. No use. It was set to a filly's head circumference and just wouldn't fit. All she did was dislodge her hat, which blew away into the forest on a freak breeze.

"Oh, apple seeds!" Applejack called out, starting after it but stopping as she couldn't spot where it had gone in the sudden darkness surrounding her. As she turned back for the scooter, it too had gone.

"Now what the hay is goin' on here?" she wondered out loud, turning around herself in the small clearing and trying to figure out which way she had come from. Every tree, every bush, every bit of dirt looked the same to her. There was no indication where she'd come from, or even that she'd come from anything. No hoof prints left in the dirt.

"Oh, I hope Twilight can follow this track, cause I sure as hay can't," Applejack realized, sitting down on her haunches as a feeling of dread came over her. "Whatever this is, it ain't natural."

A sudden giggle in the darkness made her look up again. "Scootaloo?"

A flash of rainbow passed behind a tree, and Applejack quickly rushed toward it. "Rainbow?"

Another giggle, a bit further along. "This ain't funny, y'all. Where are ya?"

Applejack carefully walked around the tree, her ears swiveling in an attempt to find the direction of the sounds.

"There!" she realized at another giggle, galloping off past the trees and almost jumping out into the field beyond, like a mare possessed.

"Rainbow? Scootaloo? Where the hay are y'all?" she cried out, seeing only a gloomy town before her with an even darker mansion beyond.

Wait. Was that Rainbow Dash standing on the mansion's porch? Applejack couldn't quite see from this distance.

She hurried past the town's buildings, ignoring the few depressed ponies walking around with no clear purpose, their heads hung low and their colors faded.

"Rainbow!" Applejack decried as she rushed ahead, and almost smiled as the blue mare turned her head to face her.

Almost.

Before she could react, dark claws reached out from the building and snatched her friend up, pulling her helplessly struggling form into the dark mansion!

"Oh no ya don't!" Applejack growled, jumping through the double doors after her friend without a care for her own safety.

They closed behind her without a sound. 


	3. Broken Toys

Rainbow Dash was going insane! Every door she opened led to locations in the mansion that shouldn't be possible! A downstairs door leading to an upstairs room which gave way to the same room she had just come out of, only to then have her emerge in the lobby again?

What was going on with this place!?

Another door opened, another hallway. Rainbow grumbled at it and spread her wings out, dashing through it as fast as she could - leaving a trail of rainbow in the otherwise dark and dust-filled hall.

The door at the far end shattered as she impacted with it, and she - blinked as she hit her own trail at an angle, coming from a side-room and tumbling into the room on the opposite side of the hall.

"I don't have time for this!" she screamed, launching herself at a window but bouncing back from the broken glass as if she'd hit a brick wall.

"What the..."

Rainbow shook her head in confusion, walking over to the window and poking at it with a hoof. A shard of glass splintered from the already broken window and she watched it tumbling out of the building, but her hoof was held back by an invisible something.

Wait, was that? Yes! Applejack!

"Applejack!" Rainbow screamed! "Don't come in here, this place is a madhouse! Go get Twilight!"

Her friend didn't hear her. She skidded to a stop while looking at something in horror, but then her face hardened and she rushed toward the building, disappearing from Rainbow's sight.

Rainbow stared at the spot where Applejack had been only moments before and felt a pain in her heart she couldn't quite place. It was like somepony near to her had just...

No.

No!

Not Applejack! If she ran into the building, she would be here somewhere! If Rainbow could find her, they could both find Scootaloo and then get the hay out of here!

Rainbow dashed into the hallway again, making a sharp turn for the door she had come from before and trying to retrace her steps.

Kitchen. Why did that door open into the kitchen? That made no... Never mind, next door!

Hallway. Her trail disappearing off in the distance near the other door. Rainbow sped up and rammed through it again.

"Should be the kitchen? No? Library?" Rainbow told herself, then rubbed a hoof at the back of her neck in confusion at watching row after row of old leather bound books lining the outer walls of the room.

A familiar blonde tail with a red hair band tied near the end of it disappeared through a door off to the side, and Rainbow rushed to follow!

"Applejack, you shouldn't have..." Rainbow started, but the room beyond was empty.

Rainbow rammed her hoof into a wall from frustration, then turned back for the door she just passed through.

As the door did not return her to the library, she just sighed and gave up, slowly trotting over to a door opposite her.

"What's the use? It's not like I can ever find Scootaloo or Applejack in this weird place," she told herself, pushing the door open and finding the next room strangely occupied.

Strangely, since every other room she had seen so far had been empty and dust-covered as if it had not seen a pony in years before.

A Unicorn mare sat on a chair near a fireplace that had burnt out centuries ago, her coat faded to the point where it was impossible to tell if it ever had a color to it to begin with. Her mane, tail, and even her eyes were faded in a similar fashion, giving her a ghostly appearance. She was reading a book which contained no text in it and was generally looking like the most listless soul in all of creation.

A Unicorn stallion sat opposite her, smoking a pipe. Or at least, he would be smoking a pipe if he had any tobacco in it. All Rainbow saw him do was take hopeless draws from the bone item and sigh in defeat as there was no satisfaction to be had from it. He looked as pale as the mare near him and Rainbow felt herself shiver as she saw the dead eyes with which the stallion looked out into the world. Unseeing, barely moving, dead eyes.

Rainbow quickly turned away from them and spotted "Scootaloo! There you are!"

Scootaloo just sat on her haunches on the ground in the middle of the room, and Rainbow silently wondered how she could have missed her coming in.

"What are you doing, Scoots? We got to get out of here. This place is a madhouse," Rainbow offered, walking over but slowing down as she noticed a pale sheen to the filly's coat. "Scoots?"

Scootaloo didn't look up, instead just pushed a broken scooter around the floor. It was a futile act as the thing had no wheels and was slowly grinding out a gash in the wood board she kept moving it back and forth over.

Rainbow put a hoof under Scootaloo's chin and lifted it up, but immediately backed away as she saw the listless dead eyes with which the filly looked back.

"No," Rainbow gasped out, backing into a wall. "Please no."

Scootaloo didn't even seem to register her mentor's presence, her head just slowly turning back to face what she was doing.

Rainbow felt her heart thump in her throat. She was always the cool one, but there was no denying the fear she was feeling now. Sweat pearled on her forehead as she watched the scene before her, her eyes spread wide open while her pupils were but small circles in them.

She had to do something. She had to get out of here. She had to get Scootaloo out of here before it was too late!

With a sudden flash of determination shown on her face, she launched forward, scooped Scootaloo up in her forelegs, and burst through the door on the other side of the room!

Right into the same room with the extinguished fireplace and the mare and stallion seated in front of it, Scootaloo's broken scooter toy lying unattended in the center.

Rainbow looked around quickly in her rush to get out, spotting another door in a dark corner and quickly setting in motion toward it, bursting right through it with splinters flying in all directions... and disappearing only inches away from Rainbow's body as she skidded to a stop in the same room again.

She looked back at the door she came through to see it closed and in one piece. As every door she had burst through since entering the mansion.

Rainbow shook her head at it, shook her head at Scootaloo resting in her hold without responding to anything that happened, and dashed to another door. And another. And another.

But every door she passed through just returned her to the same room. And every door she broke was repaired instantly.

Every attempt to escape was blocked.

She fell to the ground, holding Scootaloo to her, and felt the tears break from her eyes. She'd never been more scared than right here and now, in this doomed mansion. 


	4. The Fantastic Four

Twilight looked around herself at her friends. Rarity, Fluttershy, Pinkie Pie, they had come to her without question when she'd mentioned the disappearance of Rainbow Dash, Applejack, and Scootaloo.

"Alright, girls. I don't know what's going on exactly, but I have a feeling we'll need our Elements of Harmony if we're about to stop it," the purple Alicorn decided. "I'll keep Applejack and Rainbow Dash's in my saddlebags for now. Spike, you watch over Applebloom and Sweetie Belle while we're gone, won't you?"

Spike nodded absentmindedly, fawning over a gemstone Rarity had brought with her for her poor Spikey-wikey.

"Spike?" Twilight tried again, but Rarity was quick to step in.

"Let me, darling," she offered to Twilight, then moved into Spike's view. "Oh Spikey-wikey, you wouldn't mind watching over these sweet little fillies for me while we're out, would you?"

Spike's attention was immediately drawn to Rarity and he was floating on a cloud of admiration before the Unicorn's question reached his ears. "Not at all, Rarity!" he quickly agreed, moving to stand on attention and saluting her like a good little soldier.

The two remaining of the trio of Cutiemark Crusaders were looking around a bit uneasily.

"We have ta stay here?" Applebloom wondered.

"In a library?" Sweetie Belle added.

"Why can't we come with y'all, princess Twilight? We'll behave?" Applebloom suggested, both looking up hopeful.

Twilight twitched an ear at that, but shook her head. "I'm sorry girls. If you stay here instead, and behave, I'm sure I can convince Pinkie to make her famous cupcakes for you?" she mentioned as potential bribe, and smiled lightly to herself as the two fillies perked their ears up.

"Yes princess," the both of them offered solemnly, only the prospect of cupcakes upon their sisters' successful return lifting their spirits a bit.

Pinkie was quick to jump in, rattling off about various methods of cupcake-making to help make them feel better, and Twilight had to pull her away from the fillies to get her to focus on the matter on hoof.

"Pinkie! We were planning on going after Rainbow and Applejack, remember?"

"Huh? Oh, yeah!" Pinkie grinned, hopping out of the door. "What are you waiting for, let's go!"

Twilight facehooved but followed behind, shaking her head a bit at Pinkie's oddities.

"Honestly, dear, I don't understand how Pinkie can be this happy at a time like this," Rarity commented, moving in on the princess' left side. "It's absolutely the worst possible thing that Rainbow Dash disappeared. Just when I had the perfect dress made for her too!"

"Well, um, maybe she's, er, just hiding her worries?" Fluttershy shrugged, moving up to Twilight's right. "I know I'm worried sick."

Twilight shrugged and looked at where Pinkie was headed. "Er, Pinkie.. The Unicorn Range is over to the North, not the South."

"Oh, I know!" Pinkie grinned, "But we can't go there directly. We have to go South to go North."

Twilight raised an eyebrow at that. "Why?"

"Because of the dancing frogs, of course. Duh."

Twilight sighed and rubbed a hoof to her forehead again, letting it linger as it touched her horn and again marvelling at how fast it had grown out. It almost looked as long as Celestia's or Luna's now.

"You start to look more and more like a real princess, Twilight dear," Rarity commented. "When will you come by so I can make you some exquisite royal dresses? You know you're growing out of your current outfits."

Twilight smirked and opened her wings, looking up at the sky. "Maybe later, Rarity. I have to see if I can find a trace of our friends first."

"Oh, my..." Fluttershy meeped, ducking out of the way as Twilight took to the sky with some strong movements from her large wings.

Pinkie bounced back toward her friends and shouted up at Twilight; "Don't touch the clouds!"

"Why shouldn't she touch the clouds, dear?" Rarity wondered, and Pinkie frowned at her.

"Because they're not clouds, duh."

Fluttershy looked up at the dark clouds spreading out from the North and backed away a bit. "The... they're not the fumes of a... another sleeping dragon, are they?"

Pinkie grinned and hugged Fluttershy warmly. "Of course not! What dragon would go sleep in a haunted mansion? That would be silly."

Fluttershy went pale. "H... h... haunted ma... ma... mansion?"

Twilight dropped down on the ground beside her and looked at her friends in turn. "No sign of either of them, but there's a weird cloud coming from the North. I suggest we head through the White Tail Woods since that's the fastest route we can take."

"I still say we should go South," Pinkie shrugged, putting on a rainbow-colored umbrella hat on her head which she'd pulled out of nowhere. "My right elbow stings, my left shoulder is itchy, and I have an upset stomach. It's not a combo I've had before."

Rarity sighed and walked past Pinkie and Twilight to take the lead, shaking her head softly. "Let's go then, dears. It looks like it's going to rain and I don't have a raincoat that looks nice with these saddlebags."

Twilight shrugged and moved to follow behind Rarity, with Fluttershy and Pinkie taking the rear.

It didn't take them too long after leaving Ponyville to reach the edge of the White Tail Woods, and the clouds above had drowned it in a gloomy darkness by the time they arrived.

Pinkie hopped merrily into the depths of it, singing her "Giggle at the Ghostly" song, while Twilight followed behind, her horn shining a bright light around her. Rarity had moved to the rear to push Fluttershy along as the poor yellow Pegasus was almost paralyzed with fear.

Twilight's bright light barely penetrated the dense forest around them, allowing them to see only a few feet around, and Fluttershy quickly gravitated to Twilight as she realized it was probably the safest place to be at.

"Hey, guys! Look at me! I'm Applejack!" Pinkie suddenly exclaimed, bouncing back from just outside the circle of light wearing Applejack's hat on her head!

Twilight rolled her eyes at Pinkie's antics, but then realized something. "Where did you get that hat, Pinkie?"

"I found it, just there!" Pinkie pointed, and Twilight immediately shone her light in that direction.

There was nothing but a normal looking bush where Pinkie was pointing, so Twilight asked her question again.

"Oh, it was lying here. Like so," Pinkie demonstrated, putting the hat back in place in a way that looked like it was blown onto the bush by a gust of wind, resting upside-down on it.

"She must have lost it due to the branches, the poor thing. I'm having enough trouble as it is keeping them out of my precious mane," Rarity suggested, and Twilight levitated the hat to herself.

"Most likely. It does mean we're on the right path, girls," she decided, folding the hat up and sticking it in her saddlebag with the Element of Honesty. "I've never once seen Applejack without her hat, though. Let's be careful as we go ahead."

"Found something!" Pinkie exclaimed not a moment later, and Twilight rushed toward the sound to reveal Pinkie poking an inquiring hoof at Scootaloo's scooter lying on the floor.

"Oh my, isn't that," Fluttershy started.

"Scootaloo's scooter, yes." Twilight frowned. "We're definitely on the right path. Can you hold onto it for us, Pinkie?"

"Okey dokey lokey!" Pinkie grinned, grabbing the scooter and making vroom, vroom noises as she drove around on it.

Twilight pressed on, feeling a pit in her stomach even before she reached the other edge of the forest. By the time she did, and the town beyond came into view, the pit in her stomach changed to mortal dread and a cold shiver ran down her spine.

"Oh my," Fluttershy remarked, cowering behind her.

"This can't be a good thing," Rarity exhumed.

"Oh, look! More friends!" Pinkie exclaimed merrily! 


	5. Advice from Beyond the Grave

Applejack sat down on the lobby's staircase and wiped the sweat off of her brow. She'd been in this place for Celestia knows how long and had seen just about every conceivable room in the place, except for one which contained Scootaloo, Rainbow Dash, or whatever the claw had been that had pulled her best friend into the place.

"I don't get it one bit," she sighed to herself. "How can the rooms keep changin' around? It's like some weird magic at work. I shoulda waited for Twilight."

Applejack looked up ahead at the mansion's double doors and at the pattern of dust around it. She'd been bucking those doors for what seemed like an hour now, but had finally just decided to sit down to get some rest.

There still wasn't a single scratch on the wood. She couldn't even get a hoof out through the holes that had already been in them. It was like an invisible wall prevented her from doing so.

"It just don't make sense," Applejack repeated her thoughts out loud.

"What doesn't, miss?" a filly's voice asked, and Applejack looked up to see a pale white Earthpony filly standing before her, a pale blue glow hanging around her. Applejack squinted her eyes and realized she could look right through the other pony!

She backed away a bit, but her need to find her friend outweighed her fear and she tilted her head at the apparition before her. "Yer not real, are ya?"

The filly looked down and scraped a forehoof over the ground. "I'm not sure, miss."

Applejack sighed and took a few steps around the little one, both to give herself a chance to flee as getting a better look at the filly. Nope, definitely see-through.

"Are you responsible for this here place?" Applejack wondered, taking another few steps around the filly and trying to discern whether she proved a threat or not.

The filly turned her head to look up at Applejack as she was being scrutinized, but then shook her head. "No, miss."

"Then what the hay is causin' these changin' rooms and unbreakable doors?" Applejack snapped, caught herself and put a hoof over her mouth. "Sorry, I didn't mean ta shout."

The filly smirked and looked down. "It's ok. You'll soon forget how to. They all do."

"Forget?" Applejack repeated, shivering strongly. "Now look here, I'm lookin' for two of mah friends. One a blue Pegasus with rainbow hair, 'nother an orange Pegasus. Have ya seen them around?"

The filly took a step back without taking a step, just looking to be drifting back instead. "Yes, miss. I have. They're with my parents."

Applejack smiled up brightly. "Great! Can you lead me to them? I need ta grab them and get out of here as quick as possible!"

"Oh, there's no way out, miss," the filly remarked, looking up with cold glowy eyes at Applejack.

Applejack shivered again, looking at the pale blue eyes staring at her, but shook her head. "There has ta be. We got to get out of here."

"The Gloom won't let you, miss," the filly stated, shaking her head. "But I could lead you to your friends. Maybe you'll all join me and we can play together?" the apparition offered in a lighter tone, but then quickly lost her spirit and sighed out, "As long as The Gloom won't find us, that is."

"Ya keep talking 'bout this gloom thing," Applejack muttered, wondering what the deal was with the "joining" thing, "But if ya take me to my friends, I'd be much obliged."

"This way," the ghost offered, heading up the stairs. Applejack followed a little behind, still unsure about the spirit's intentions.

"Do y'all have a name?" she wondered, watching the ghostly tail before her swish this way and that and leaving a layer of glowing dust behind where it went. Applejack carefully looked at the bottom of her hooves to see if they were glowy, but they were just dusty. Regular dust.

The filly stopped on the landing and looked puzzled at the question, and Applejack had to swerve sideways not to walk right through her.

"I don't know," the filly finally decided, her ears slowly flattening. "I don't think I have."

"I'm sorry I asked."

The filly shrugged and turned to the left wing, her hooves still not moving as she continued ahead. She just slid over the floor, leaving the glowy dust behind which didn't stick to Applejack's hooves.

Applejack continued to follow her, trying to remember where they were going, in so far as that was possible in this ever-changing place. They didn't pass through any doors yet, so the trip back should be the same.

The hallway continued on past several side-doors, then made a 90-degree turn to the right, straight onto another staircase. They followed it up to the 2nd floor landing, and then into another hallway leading back toward the center of the building.

Applejack looked back behind her, but the darkness had already swallowed the stairway and if it wasn't for the faint glow surrounding the ghost before her she would have been immersed in it. She dared walking a little closer to the filly and smiled weakly at her looking up.

"You're nice," the filly remarked, and Applejack's smile widened a little.

"So I've been told."

They stopped in front of a door near the center of the hallway and the filly nodded toward it. "My parents are in there, miss."

Applejack grinned and walked toward the door. "Much obliged, now if ya can tell us how to get the hay out of here once I got my... what's wrong?"

The filly ghost was looking around in sudden fear and Applejack felt a rush of cold air blow past her.

"Once you're in there, you can't get out again, miss. I'm sorry. The Gloom has found me. I got to run!"

This time the filly's legs did move as she set herself in a gallop right through a wall, moving in the opposite direction of where the icy wind came from and leaving Applejack in surprise and complete darkness.

Applejack turned slowly to face the dark passage, but the smell coming from it was like rotting apples on a hot summer's day and she felt her stomach turn. Not wanting to run blindly back the way she'd come from, she instead nudged the door open and pushed through into the room, quickly closing the door behind her again.

Two ponies were seated near the fireplace across the room, one reading while the other was smoking a pipe. They looked as pale as the little ghost filly had been.

Rainbow Dash was seated on her haunches in the middle of the room, clutching a pillow to her with her forelegs, her face pale from fear and tears streaming from her unseeing dead eyes.

Beside her, Scootaloo was trying to push a broken scooter along the floor, back and forth in a useless motion as it just didn't want to go more than an inch either way, her eyes looking just as dead as the filly's ghost had been.

"Now what the hay happened here?" Applejack breathed out, half wondering if it had not been a better idea to stay in the hallway to await whatever this gloom thing was so she wouldn't have had to see her friends like this... 


	6. Dancing Frogs

"Excuse me," Twilight tried again, blocking the path of one of the ponies moving through town as if they were zombified.

She had seen ponies like this before; in the Crystal Empire, all hope sucked from them by Sombra's dark heart. But this was not the Crystal Empire, these were not Crystal Ponies. These were normal, every day, albeit very pale ponies.

"Can you tell me what's going on here?" she asked, but the pony just walked around her in silence, not even acknowledging her more than accepting she was in their way.

"Argh! Do you have any luck, girls?" Twilight exclaimed, returning to the town's plaza and trying to see what her friends were doing.

Rarity looked to have fainted in front of what had to pass for a clothing store, Fluttershy was quietly muttering to ponies passing her by, trying to get their attention in the most inept ways possible, and Pinkie was bouncing around tossing balloons, confetti, and party hats around like she was trying to build a one-pony festival in town.

"This isn't working," Twilight realized, and looked up at the statue in the center of the plaza with a thoughtful look.

The statue looked like a distinguished Unicorn stallion orating something while he was standing on his hind legs, a stone representation of an unrolled scroll held in his right forehoof and his other forehoof motioning around him.

"Hey, if it worked for the Crystal Empire," she mused, her horn starting to glow brightly.

It took her a moment to power up the spell, but then she sent all the love she knew existed between her and her friends into the statue's chest, intending to revitalize its heart and elicit a response from the town around it.

Nothing.

The statue absorbed her spell as if it was a sponge and her spell a lone raindrop falling on its dry exterior. Her intention of sending the beam via the statue across the entire town failed miserably.

Twilight cut her beam and stared up at the statue, shaking her head at the dizzy spell that followed. "Why isn't it working?!" she cried out in frustration, slamming her forehooves to the ground in front of her.

"Because that's not a statue, silly!" Pinkie shrugged, moving up beside her. "None of these ponies are fun, can we go to the real party now?"

Twilight looked up with weary eyes at the perpetually smiling Pinkie. "Can you please try, for once in your little pony life, to make sense, Pinkie?"

Pinkie shrugged and hopped up on the rim surrounding the empty basin around the statue. "Okey dokey lokey. Just follow me!" she offered, then hopped on - through the statue's base, through the basin floor, and disappeared from sight.

Twilight stared with wide-open eyes until Pinkie's fluffy mane pushed up again out of the stone, followed by her face which held what approached a serious look.

"Are you coming?" Pinkie asked, "The tunnel is kind of dark."

Twilight walked closer to the statue and stuck her head down beside Pinkie's, pushing it through the fake image of stonework and staring down into the pit underneath. It went down for a short while, then turned to a tunnel heading in the direction of...

She poked her head back up and looked at where the tunnel was headed. The dark gloomy mansion up on top of the nearby hill. "Oh, great. Rarity? Fluttershy?"

Fluttershy came running up quickly, but Rarity had to pat herself down first, whining about the dust she'd gotten on her coat and the way all the clothing she'd seen in the store front was so out of style it was almost retro.

Pinkie grinned at them as they approached, and Fluttershy shrieked in terror as she saw the decapitated head of her best friend, falling over a second later as if she was a myotonic goat.

"As Pinkie so eloquently demonstrates, girls," Twilight started, helping Fluttershy back on her hooves, "this statue is nothing but a mere illusion. Well, more than an illusion. It absorbed my magic. But it is incorporeal, and it hides the entrance to a tunnel leading up to the mansion there."

Rarity turned her head and snorted. "What a dreadful looking place."

Twilight agreed and motioned to the tunnel. "It doesn't make a lot of sense, but Pinkie seems to think this tunnel is our best bet for getting to the bottom of what happened to our friends."

"Oh, darling, that pun was almost as bad as that place."

"Thank you, Rarity," Twilight sighed. "I'll let Pinkie take the lead, and provide light. You can make light as well, Rarity, so if you could keep Fluttershy safe?"

"You know, I think I'd better return home. I think I hear Angel calling," Fluttershy muttered, backing away from the pit. "But you girls go on... I'm sure you'll be fine?"

Twilight rolled her eyes and used her magic to levitate Fluttershy up and over the pit, then lowered her into it while Fluttershy decried "Oh my goodness".

"We need all of us to get through this, Fluttershy. That includes you," the Alicorn sighed, climbing into the pit herself after Pinkie dropped down out of sight.

Rarity was the last to go down, mumbling to herself how dreadfully stained the hoofholds were, and insisted on cleaning her hooves before she was ready to go further.

With Pinkie in the lead, the road ahead illuminated by light from Twilight's horn, and Rarity taking the rear, her own horn providing enough light that Fluttershy was almost clinging to it, the four of them slowly made their way through the tunnels, hidden by several feet of dirt above.

They did not see the frogs gathering around the statue on the plaza. Nor did they see them start an odd rhythmic dance around it, their dead eyes seeing nothing as they moved.

The clouds above started to swirl slowly in time with the hopping of the frogs around the statue, forming a funnel above it and slowly descending into the pit behind the four ponies, the darkness following in its wake. 


	7. When One Door Closes

There was no other way. She'd shouted her voice raw, she'd slapped them around as much as she'd dared, but she was honestly getting to the last straw.

"Oh, I hope ya can forgive me for this," Applejack muttered, pulling her hind legs back and then pushing them out at full force, ramming Rainbow Dash in the side and sending her flying through the room!

Rainbow impacted sideways with the wall, then crashed to the floor in front of it with a loud groan. The wall looked completely undamaged, but the same could not be said for the blue Pegasus.

Pushing herself up from the ground and wincing from the pain where Applejack had bucked her, Rainbow Dash shook her head in confusion.

"Ow, what was that for?!"

Applejack could not have been happier to see her friend respond to the pain, even if Rainbow was looking confused and angry at the same time. She launched herself forward and hugged Rainbow to her, giving her a quick noogie on the head!

"I'm so glad y'all are back! Now we need to snap Scootaloo out of it!" the Earthpony pointed, and Rainbow's eyes slowly focused on the filly still sitting in the center of the room.

"Scoots!" Rainbow called out, trying to get out of Applejack's grasp, "I had been looking for you! What are you..." and then the Pegasus stopped dead in her tracks, ears flattening as she remembered. "Oh."

Applejack looked away, giving Rainbow her time to recall the events, but then she was rudely pushed up against the wall behind her, a furious Rainbow Dash pinning her in place!

"YOU BUCKED ME!" Rainbow screamed, standing on her hind legs with her face mere inches from Applejack's

Applejack winced, but chuckled helplessly. "You didn't respond none to anythin' I tried before, Rainbow. I'm mighty sorry, but it was all I could think of."

Rainbow snorted in Applejack's face, but the look in her friend's eyes told her she was being as honest as only Applejack could be.

"Fine, but you owe me a few apples to make up for this bruise," Rainbow muttered, letting Applejack go and both falling to their hooves again.

She turned for Scootaloo, then shook her head. "I couldn't.. I couldn't escape, Applejack. This place is like a maze. I saw you enter through an upstairs window, but you couldn't hear me when I called to you."

"Say what? I didn't see anythin' in no windows," Applejack blinked. "I saw ya get pulled into the entrance by some huge claw and rushed in after y'all to save ya hide!"

"Whomever that was, it wasn't me," Rainbow offered. "I was up in a room on the first floor. I don't even know where we are right now. The rooms keep shifting."

Applejack nodded to that last bit. "Yeah, I noticed. But we're on the second floor, Rainbow. I met a ghost who showed me the way in."

Rainbow backed away a bit from her friend, raising an eyebrow at her. "A ghost? Really? Are you sure you weren't seeing things?"

Applejack rolled her eyes and walked past her Pegasus friend, poking a hoof against the side of Scootaloo's head. The filly didn't even notice.

"Ghost or no ghost," Applejack snorted, "we got to get out of here, Rainbow."

"I'm with you on that. But you can't leave this room. I tried," Rainbow sighed, walking over to one of the doors and opening it up to show Applejack.

Applejack looked through the open door into the room they were both in, and then through the open door in there at the room they were in, through the... it continued for a long while and made her feel dizzy.

"That's not even the worst of it," Rainbow offered, pointing behind Applejack at the door opposite the one the Pegasus was holding open.

Applejack turned her head to see that door was perfectly closed.

"Now what the hay?" Applejack wondered, trotting over to it and attempting to open it. It wouldn't budge. "It won't open."

"It won't?" Rainbow wondered, cantering over and trying to help Applejack to open the door.

A loud slam was heard from the other end of the room, and then suddenly the door they were at gave way, swinging inward as all doors in this room did. Looking through the open door they saw the same display of the same room leading into the same room through the open door as far as they could see.

They both turned their heads to look at the opposite side of the room and then back at each other.

"That door was open a moment ago," Rainbow mused.

Applejack nodded. "And then this door wouldn't open for nothin'."

"But when I came to help you," Rainbow started.

"that door slammed shut," Applejack added,

"and this one opened." Rainbow nodded at the door closest to them.

Applejack nodded to that, "Right."

Rainbow looked between the open door near her and the door on the other side of the room, her face pulling in a thoughtful frown.

"Let me try something?" she wondered, starting off toward the door on the other side of the room. "You try keeping that door there open, and I'll try opening this one? I'm stronger than you, so I shouldn't have that much of a problem with it?"

Applejack snorted, "This ain't no time for a contest, Rainbow. Just do what you have to. I'll keep this door open for ya."

Rainbow shrugged and put her teeth around the doorknob of the closed door, starting to pull back. The door wouldn't budge.

She used her hooves to push away from the wall beside the door, pulling harder, but still nothing.

Her wings opened up and she flapped them with all her strength, but still nothing!

Her teeth were actually starting to hurt now, so she gave up and let go of the doorknob, moving her jaw a bit and folding her wings again. "So that didn't work. Anything happen on your end?"

Turning to face Applejack, Rainbow gasped as she saw the pony stuck between the door and its frame, her hind legs holding the door open, while her front legs were placed against the wall, beads of sweat showing on her face.

"Applejack!" Rainbow cried out, dashing over and helping her friend to open the door enough that Applejack could jump out from her predicament, then let go herself.

The door slammed shut immediately as she let go, and the door on the other side of the room made a soft click as it fell open on its own.

Both ponies were panting on the floor from the experience, and Applejack shook her head at Rainbow Dash.

"Next time, y'all can hold the door open." 


	8. Making a Splash

The tunnel felt cramped and it looked as if it went on forever.

The light spell Twilight was using was slowly burning through her mana, and Rarity had been complaining about a headache as well, the Unicorn's light flickering from time to time as she lost the will to keep it up.

"Are we there yet?" came the whine from the subject of Twilight's thoughts, and she shrugged in return.

"I don't know, Rarity. Are we close, Pinkie Pie?" the Alicorn asked, and Pinkie happily replied.

"Almost there!"

"How close is almost?" Twilight wondered, but then Pinkie suddenly disappeared from sight and Twilight stopped moving at the edge of a drop down into a water well.

Rarity and Fluttershy came to a stop behind her, making some surprised noises, and Twilight peered down into the darkness to see where Pinkie went.

A splash was the first sign she got of Pinkie still being there, and then the sound of a pony splashing about and spitting out water.

"Are you ok there, Pinkie Pie?" Twilight asked, focusing on a similar, but slightly different, spell as she did.

Her horn sparked brighter for a moment, then a ball of light detached from its tip and floated lazily ahead of her through the large room. She sent some beams of magic into it to make it grow brighter and larger until she could see the entirety of the cylindrical room, including the splashing pink pony some twenty feet below.

"Whoo! What a drop! The water's fine! You should come join me!" Pinkie exclaimed, turning over on her back and treading water as if the place was a swimming pool made for her to use.

Twilight shook her head and looked up at the roof of the basin. It was a good thirty feet up, which would mean a mere ten feet of water was still remaining in the basin. A door and small flight of stairs was located near the top of it, but it would not be accessible unless the place filled up with...

"Eep!" Rarity exclaimed!

"What's it now, Rarity?" Twilight asked, but she quickly felt it as well as water started to flow past her hooves from behind, pouring into the basin Pinkie was swimming in.

"Seriously, guys, you should come and have a swim," Pinkie suggested again, and Twilight smirked at that.

There was something to be said about Pinkie's madness. She didn't always seem to have a full head of brains, but in the end always came through.

"Girls, you have to trust me and jump," Twilight spoke for Fluttershy and Rarity's sake, then took the plunge herself, using her wings to slow her descent until she hit the water.

She looked up to see Fluttershy preventing Rarity from jumping herself, but then meeped as a large flow of water didn't give her friends much of a chance to protest; they shot out of the tunnel like bullets from a gun!

If it wasn't for Fluttershy quickly spreading her wings, and Rarity clinging to her Pegasus friend for dear life, they would have impacted against the wall opposite the tunnel's entrance!

Instead they stopped going forward about halfway into the place and then plummeted down into the pool which was starting to rise up quickly.

Twilight eyed the staircase overhead and swam around until she was just shy of directly underneath it, calling for her friends to join her as the water level continued to rise faster.

It didn't take long for the tunnel entrance to be fully submerged, and all but Pinkie were anxiously looking up at the doorway which would be their only escape from drowning if the water didn't stop rising at some point.

The moment her forehooves managed to grab hold of the staircase, Twilight used her wings to get her a quick boost and then galloped up to the door, pushing her shoulder up against it. It was locked.

"Gah! Of course it would be!" she chided herself, focusing once again on her magic and blowing the lock apart in one fell burst of energy.

The door opened outward and she rushed through it, keeping it open for her friends. "Quick!"

Rarity, Fluttershy, and then a bouncing Pinkie quickly made it through before Twilight closed the door to keep the water out. Just in time as well; it just wouldn't stop filling the basin!

Another blast of magic and the door was magically sealed, Twilight sinking down through her hooves beside it. All the magic she expended had made her so incredibly tired...

"Who wants a cupcake?" Pinkie wondered, and spread some cupcakes around the group of wet ponies.

"Pinkie, dear, where in Equestria have you been hiding these?" Rarity voiced the question Twilight was too tired to ask, and the Alicorn decided to just nibble on the cupcake in front of her.

"In my saddlebags of course," came the merry reply, followed by the sound of Pinkie stuffing her face with confectionery.

"But you're not wearing any..." Rarity sighed out in frustration.

"She's not?" Fluttershy wondered, eliciting another sigh from the Unicorn.

"Do you see any on her? We're all wearing saddlebags, and... OH!"

Twilight grimaced as the sound of Rarity tearing through her saddlebags to see whether anything in them got wet, and letting out varied expressions of excitement and distress at her findings, filled the room.

"Oh, Rarity. That's such a nice scarf," Fluttershy commented after an excited outcry, and the two babbled some over it and their cupcakes.

Pinkie Pie sat down in front of Twilight and stared down at her. "Told you the dancing frogs would get us."

Twilight nodded as she didn't know what else to do, trying to savor the taste of her cupcake.

"We're safe here. You should go sleep," Pinkie entrusted to her, then fell over on her side and promptly started to snore.

"I don't even want to know how you know, Pinkie," Twilight muttered, closing her own eyes for just a brief moment.

A yawn was heard to her side, either Rarity or Fluttershy, but Twilight really couldn't care less. She was just too tired.

"Let's have a quick nap then, girls... and then... er... something... tomorrow..." the Alicorn mumbled before blacking out.

A speck of light illuminated the darkness of the small room they were in as a Unicorn filly's head poked through a wall into it.

The young ghost's eyes looked the four over for a moment, but then she retreated into the room on the other side of the wall and started to pace nervously around a collection of bones.

"What if they don't come here to play? The Gloom will find me. I can't let it find them!"

She returned to the wall and stuck her head through it again, but jumped from fright as Pinkie's face was staring at her from only inches away!

"Ssh," Pinkie offered, putting a hoof to her own muzzle.

The ghost carefully moved back down, gravity not having as much a hold on her as it would the four in the room, and looked at the three sleeping mares before returning her attention to the pink one.

"I know a little game," Pinkie offered, and the ghost's ears immediately perked up.

"A game?"

Pinkie nodded and held up two crude drawings of an orange Earthpony and a blue Pegasus in her right hoof, and a smaller drawing of an orange Pegasus in her left. "We need to find these ponies. Can you help us?"

The ghost filly nodded slowly, pointing at the drawing of the orange Earthpony. "I saw her. She was nice. But The Gloom found me before she joined my parents."

Pinkie nodded and produced a popsicle out of nowhere. This wasn't a normal popsicle however, it was glowing with blue light and the little ghost filly could look right through it!

"Thanks! Have a popsicle!" Pinkie grinned, handing the treat over and bouncing back to her friends to lay down and get some sleep.

The little filly stared at her a moment, then at the popsicle she now held in her hoof, and tentatively licked at it.

One lick was all it took for her to close her mouth around it and pull back to the other room, her happy squeal barely dampened by the brickwork.

Pinkie smiled brightly at hearing it, and closed her eyes to get some sleep. Tomorrow would be a busy day. 


	9. Sister Stuff

"You're not going to buck Scoots, and that's final," Rainbow grumbled, and Applejack sighed out.

"Look, she's been losin' her color while we've been sittin' here talking 'bout it."

Applejack poked the little filly's head again, and shook her head as there still was no response besides the filly's head tilting the other way.

Rainbow Dash, seated to Scootaloo's left side, frowned at the poke given to her number one fan.

She poked Scootaloo's head from her side to tilt it back again and looked past her at Applejack.

"Look, AJ, I don't know how to snap her out of this any more than you do, but my side feels like it's on fire right now thanks to your bucking earlier," Rainbow commented. "I don't want to put Scoots through that. There has to be another way."

A ghostly hoof pushed its way up through the floor the moment Rainbow finished her sentence, and the Pegasus flew up in surprise! "What?!"

Applejack tilted her head a moment, but then chuckled and pointed at it. "Oh, hi there sugar. What are y'all doin' under the floor?"

Rainbow raised an eyebrow, still half up against the ceiling.

"This here must be that filly I found in the lobby earlier, Rainbow," Applejack explained. "She's a nice lil' ghost."

As if to prove Applejack right, the ghostly hoof pushed a similarly ghostly popsicle up through the floor, and straight into Scootaloo's muzzle.

Scootaloo blinked.

Applejack gasped! "Did ya see that!?"

Scootaloo blinked again, then shook her head, the ghost popsicle dropping out of her mouth and through the floor, the ghostly hooves disappearing quickly after it!

"Er.. what?" Scootaloo blinked, looking around her as she blinked further awake.

"Scoots!" Rainbow Dash exclaimed, diving down to grab hold of Scootaloo and pull her into a tight hug!

"Told ya she was nice," Applejack grinned, walking over to join Rainbow in hugging Scootaloo, who looked completely distraught by suddenly being stuck in a hug sandwich.

"H...hey, still need to breathe here..." she whimpered, and immediately was let go by both mares.

Stumbling on her own hooves, Scootaloo quickly shook off the feeling of having been hugged and looked around herself. "Where am I?"

Applejack, having seen Rainbow's reaction before, simply waited for the inevitable. Rainbow on the other hoof, felt the need to explain.

"You're in some weird mansion, Scoots. But don't worry. We'll find a way out of here."

Scootaloo was still looking around, but then suddenly backed away from nothing in particular, ending up hiding under Rainbow Dash.

"It was... so cold," Scoots offered in a voice that was fraught with fear and barely recognizable as the Cutiemark Crusader's normal voice. "So dark... so alone."

Tears started to form on Scootaloo's face and Rainbow dipped her head down to look upside-down at the younger Pegasus. "We're here now, Scoots. Don't let it grip you again or I will let Applejack buck you."

Applejack chuckled uncomfortably at that. "Hey now, I only did that since ya didn't want to wake up none."

Scootaloo trembled underneath her, so Rainbow Dash gently lowered her wings by her side and offered an odd smile at the filly.

"Hey, remember what I told you back in the forest? The thing you weren't supposed to tell anyone? Remember that?"

Scootaloo nodded slowly, trying to get herself under control.

"Same thing here, kid. Come on, pull yourself together. I'm right here with you."

Applejack raised a confused eyebrow as Scootaloo nodded and slowly moved out from under the other Pegasus. "Now what the hay was that all about?"

Rainbow shrugged and stuck out her tongue. "Sister stuff, you wouldn't understand."

Scootaloo blushed deeply at her idol's words, leaning into her side a bit and happily accepting the wing folding around her.

Applejack started to protest, but then snorted and walked over to a different corner in the room. "Fine. Just wait until I get back home. Me an' Applebloom'll talk about sum things y'all don't know about."

Rainbow chuckled at that. "Fine with me."

Applejack poked the floor with a hoof. "Where'd you disappear off to?"

A ghostly hoof poked up through the floor from below and a minute voice could be heard. "I can't enter that room, miss. My parents won't allow me. This is as far as I can go."

Applejack looked up at the mare and stallion still seated in their chairs near the fireplace. "Those two are your parents?"

The little spectral hoof waved about and a short answer followed. "Yes, miss."

Scootaloo carefully approached the hoof sticking up through the floor and poked at it with her own. She immediately pulled back and shivered strongly. "C...c...cold."

"You forgot damp and dark," the soft voice muttered from below. "I remember everything now, miss."

The three living ponies shared some glances, Rainbow Dash the first to speak up.

"What do you mean you remember everything?"

"I'm dead, miss."

"No kidding," Rainbow replied, shaking her head at how obvious -that- fact was.

Applejack sighed and sat down on the floor, nodding at the hoof. "I did ask her before. She said she didn't know what she was."

"That's correct, miss."

Rainbow raised an eyebrow. "What made her remember?"

The hoof disappeared and then reappeared with a popsicle held by it. "The pink lady gave me this."

Applejack and Rainbow both looked at one another. "Pinkie Pie!" they exclaimed.

"Yes, miss."

Scootaloo pointed at the popsicle. "It called me back."

The hoof disappeared and then reappeared without the popsicle. "I just wanted to play before, but I couldn't let The Gloom take you, Scootaloo."

Scootaloo shivered strongly and buried herself in against Rainbow Dash.

"There is a way out of this room, miss. But it's not going to be easy."

Applejack looked around her at the doors and caught Rainbow doing the same thing.

"You have to open two doors at the same time, miss," the spectre revealed.

"We tried that. One of them nearly crushed Applejack," Rainbow sighed.

"But you shattered doors before, miss," the ghost filly offered, and Rainbow's face went blank.

"I couldn't.. It couldn't be that simple."

"Yes Miss."

"Now what are you two talking 'bout?" Applejack interjected, not getting it at all.

Rainbow Dash however, grinned widely. "AJ, I have a plan to get us all out of here." 


	10. Pinkie's Intermission

Pinkie stretched herself out lazily as she woke up, pushing up on her haunches and rubbing at her eyes in the darkness.

Twilight was awake already, but was trying to get a little more rest than she really needed. Fluttershy was really scared in the dark, though.

"Good morning!" Pinkie decided to bellow out, forcing some groans out of the ponies around her.

"Pinkie, dear, how do you know what time it is in this infernal darkness?" Rarity wondered, her horn the first to glow.

As expected, Fluttershy immediately stuck to the small circle of light like a moth drawn to a flame.

"Because my Pinkie Sense tells me it's time to wake up of course," Pinkie grinned.

Twilight lifted her head from her hooves and pushed up on all fours a moment later, daring to stretch her wings in the small space. "Does your Pinkie Sense tell you how we can get out of here?"

Pinkie frowned and shook her head. "Of course not."

"That's what I tho..." Twilight started, but Pinkie was quick to interrupt her.

"There is no way out of here."

All three of her friends stared at her in shock, and Rarity lost control over her light spell, sparks of light flaring off everywhere to show three solid brick walls and only the one door leading back into the, now filled, basin.

"You mean to tell me we're stuck in here, Pinkie?" Twilight asked, one of her eyes twitching lightly.

Pinkie quickly bounced over to the wall the little ghost had appeared through during the night. "We're not stuck, silly. We just need to take the bones and then we'll be fine. They're right here."

"That's a wall," Twilight commented dryly, and Pinkie tilted her head at her.

"It's not the wall that counts," she started, bouncing back to Twilight and wrapping her right foreleg around her friend's neck, aiming Twilight's horn at the wall, "but what's behind it."

Twilight raised an eyebrow, but then powered up her horn and fired off a shot at the wall, pulverizing half of it.

Pinkie quickly bounced through the hole, carefully scooped up the bones that were laying on the ground, and tucking them away into her saddlebags before her friends would notice.

Fluttershy especially wouldn't need to see bones. Pinkie could handle it much better than her Pegasus friend.

Somewhere high above something exploded with a loud sound and Pinkie realized they were running late!

"Come on, slowpokes!" she called through the hole, just as Twilight was climbing through it.

"Pinkie, this is another dead end," Twilight muttered, the new room just as much an empty rectangle. Except this one didn't have a door in it at all.

"But the bunnies are through here!" Pinkie pointed at the wall to her left, and Twilight rubbed a hoof at her head.

"If you want me to create a hole in a wall, just say so," she muttered, powering up her horn again and pulverizing part of the other wall.

Pinkie quickly launched herself through the hole, bouncing around and putting down a pair of adorable bunny plushes. Fluttershy would appreciate the comfort, and they were 'accidentally' pointing at the next wall to fall.

"Oh, look. Bunnies," Twilight muttered, having half expected them by now.

"BUNNIES? WHERE?!" Fluttershy cried out, flinging herself into the new room and grabbing hold of the plushes as if they would bring her the secrets of the universe.

"X marks the spot!" Pinkie grinned, pointing at a large red X marked in crayon on the wall beside her.

Fluttershy may have moved too quick to allow the bunnies to point the way, but Pinkie had more arrows up her sleeve.

Twilight's magic made it so much easier to help her new friend find the rest she needed!

Another wall down, and this time Pinkie left a little present for Rarity; a small stack of gems pointing toward the last wall which needed Twilight's attention.

Twilight got the hint this time, and Pinkie quickly bounced into the cellar proper, dancing in-between the ancient wine barrels and making her way to the stairs leading up to the ground floor.

This was almost too easy. She had expected... Oh.

Uh-oh.

Pinkie quickly stopped as her body started a combo.

Shoulder pain.

Ear flop.

Knee flutter.

Eye twitch.

Upset stomach.

She collapsed just short of the flight of stairs, reaching for her belly. "Wowee... that was a heavy one..."

She underestimated this place. How could she have underestimated this place?

"Are you ok, Pinkie?" Twilight asked, moving to stand beside her and looking up at the cellar door at the top of the stairs. "We're almost out. Do you think you can get up again?"

"Boars in the floorboards. There's no room for applesauce. We need the Unicorn," Pinkie breathed out slowly, each word causing stomach to want to expel all those delicious treats she'd been eating.

Twilight stared at her in confusion, then looked up at the door again.

Another explosion made the whole place shudder, it sounded closer now. Something was happening up there.

Pinkie shook her head. "Can't join the party without your party cannon."

She reached into her saddlebags and pulled out a pair of glasses styled for each of her friends.

"Funny glasses?" Twilight wondered, but then pulled back as Pinkie launched herself from the floor and pushed the glasses on the faces of each of her friends and then put one on her own face.

Each pair had a fake nose and moustache on it, colored to perfectly match the coat and mane colors of each pony.

Pinkie stared up at the door and pointed Twilight to it. "The boars are in the floorboards."

Twilight stared up, then backed away a little and nodded. "Girls, I think we need to prepare for a fight."

Pinkie smiled and dropped down on the floor again, losing consciousness. This fight was for the magic users.

Without the glasses, it was impossible to see. But with them, the ghostly fingers sneaking out through the cracks between the door and its frame were lit up like red hot flames burning holes through reality's fabric. 


	11. Pandora's Box

The sound of her sonic rainboom exploding through the room behind her sounded like music to her ears as Rainbow shot down the corridor ahead, Scootaloo clinging to her back and Applejack clutched tightly to her chest.

Getting out of the room was easy enough. She just had Applejack hold open one door while she flung herself and Scootaloo through a closed one, reappearing in the room to grab Applejack, and then reversing her flight to break through the shattered window of reality around it.

That had been the easy part. But then the room started to chase them down the hall... That had been unexpected.

"How close is it?" she bit to Applejack, who looked over Rainbow's shoulder.

"About two pony lengths, Rainbow, it's gaining on us!"

"No. It. Won't," Rainbow groaned through gritted teeth, moving her wings faster before blowing through yet another door in her way.

The room beyond was the kitchen on the ground floor, even if Rainbow had been sure they'd been flying through the second floor hallway before.

Didn't matter, the room was already starting to warp around them as if the whole building was deforming.

She launched herself through the next door and shot like an arrow through the lobby, spotting an odd light beam flashing upward from a lower position under the large staircase as she did.

"Take Pinkie and let's go! The way is clear!" Twilight's voice called out, and Rainbow quickly skidded to a stop in mid-air.

"Twilight?" She called out and, when her Alicorn friend appeared from what looked like the entrance to the cellar, immediately dropped Applejack to the floor.

"Rainbow, Applejack! I'm so glad to see you both. Quick, take these glasses and put them on. And I have your elements of harmony in my saddlebags!" Twilight told them, while wearing some funny glasses on her face.

"Really, Twi?" Applejack wondered, looking at the glasses, but Twilight quickly fired a beam of energy into a seemingly random corner of the room.

"No time to explain!"

Rainbow shrugged and put on the glasses... and immediately pulled them off again.

"What... the... hay?" Applejack muttered to her side, but Rainbow quickly moved forward to pluck her element from Twilight's saddlebag, tossing Applejack hers and her hat in about the same movement.

"I hope you know what you're doing, Twilight," Rainbow muttered, putting her element around her neck and the glasses on her face again.

All around her the room was warping around with long black tendrils reaching out for her and her friends. There were few spots that didn't have these weird fingers and where they were standing was one of them.

Rainbow shook her head at it. First a room that started chasing her through the mansion, now this? "What is going on, Twilight?"

"I don't know, Rainbow. Pinkie seems to know more about it but she fell unconscious. Fluttershy has been trying to wake her ever..." she fired off another few blasts into the tendrils, and Rainbow saw them get ripped apart and pull back as if whatever they were connected to felt the pain of them getting hit, "..since." Twilight finished her sentence.

Rarity was also blasting energy up into the air, hitting the tendrils where they least converged. Her magic wasn't designed to harm and it was weaker than that of an Alicorn, but she did what she could.

"What can we do?" Rainbow wondered, and felt Scootaloo slip off of her back.

"I don't know. Right now I'm just trying to keep these things at bay until Pinkie wakes up," Twilight shrugged, barely noticing Scootaloo passing by underneath her and running away from the group up to the upper landing.

"Where's that filly going?" Rainbow wondered, but had to jump up in the air as a tendril reached for one of her back legs. "Behind you, Twi!"

Twilight quickly turned and hit a particularly nasty spot with all the force she could muster, and for a second it sounded like the house was crying out in pain.

It was an unholy sound that Rainbow couldn't describe no matter how much she tried.

"Scoots, what are you doing?" she called out instead, watching Scootaloo talk to something she couldn't see.

Wait. If the glasses made her see some things, maybe they would hide other things?

Rainbow took the glasses off and saw a small Unicorn filly ghost standing in front of Scootaloo, the ghost still suckling on what remained of the popsicle she showed them earlier on.

Glasses on, evil tendrils everywhere but ghost gone. Glasses off, evil tendrils gone, but ghost there.

Rainbow shook her head and flew down beside Scootaloo, sticking the glasses up in her hair for the moment.

"Scoots, you should stick with the group," Rainbow muttered, looking around herself as if she could still see the tendrils. "It's dangerous out here."

"Pandora doesn't think so, Rainbow Dash," Scootaloo offered, smiling at the ghost.

"I will protect Scootaloo, miss Rainbow Dash," the ghost filly returned. "You need to wake up the pink lady. She's the only one who can banish the gloom and wake up my parents again."

Rainbow looked back at Fluttershy still battling her panic to try and wake Pinkie up, while Rarity and Twilight were doing their best to keep the tendrils at bay.

"How?" Rainbow wondered, looking back at the fillies.

"By playing with it," the little ghost offered in all earnest.

Rainbow sighed and turned for Pinkie. "Whatever, kid. Let's see what I can do."

She put her goggles back on to be able to avoid the tendrils, then made her way back to the group and poked Pinkie in the side.

"Hey Pinkie Pie, Pandora says we need you to play with this place. Where's your party spirit when we need you? I thought I was the lazy one here."

Pinkie opened an eye and grinned up. "Party?"

Rainbow sighed and nodded down, pointing around her. "With that there."

Pinkie quickly hopped up and took a long look around. "I need more confetti for this kind of a party."

"Right," Rainbow sighed, pulling Fluttershy away from a rogue tendril and shouting its location to the magic users of the group for them to deal with.

Where did Applejack go, anyway? Rainbow had lost sight of her. Oh, there she was. Fighting side-by-side with Twilight.

"Ok, girls! A-one. A-two. A-one, two, three, four!" Pinkie suddenly shouted through a megaphone, and for a moment everything stopped dead.

The tendrils stopped moving and everypony stopped what they were doing to look in the direction of Pinkie, who had somehow built an entire stage complete with about sixty confetti cannons lined up in three rows of twenty along it.

And then the thunder started.

One after another, each of the confetti cannons bellowed out multicolored pieces of paper into every nook and cranny of the building, while Pinkie sang something unintelligibly which got drowned out by the sound of the explosions happening right in front of her.

Rainbow didn't know what was going on, but the pain in her ears was enough for her to dive down to the ground, as did most of the others.

Only Twilight remained standing upright, and Rainbow noticed a familiar glow starting in her eyes.

Time to shine.

With Pinkie working as a major distraction, Twilight had more than enough time to call upon the Elements of Harmony, and each of the Element Bearers' necklaces started to shine as they linked up to the Element of Magic.

A huge flash burst out from the six of them, spreading bright white light throughout the entire mansion.

Past closed doors.

Past solid walls.

Out through windows, chimneys, and waterways.

Out in the town, the blast of light erupted from the well in the plaza and spread from pony to pony, from house to house, from shop to stall.

When it was all over, Twilight collapsed on the ground and Rainbow finally felt the fatigue from having flown faster than her wings should have been able to go.

"Are we done?" she wondered, looking around her with the glasses still on her face but seeing no more tendrils around her. "Good. I think I'll take a nap."

And with that she fell over sideways, passing out on the spot. 


	12. Epilogue

Pandora smiled warmly at the seven ponies standing at the foot of the lobby staircase. Six Element Bearers, and one Pegasus filly were smiling back up to her.

She looked sideways at her mother, the mare finally parted from the infernal book she had been reading for years on end, then to her other side at her father, the proud stallion having sworn off smoking the moment the spell broke.

They nodded at her and she walked forward down the stairs, still suckling on the last bit of that popsicle Pinkie Pie had given her.

It had lasted a fairly long time, but now was at the end of its life. As she was herself.

Scootaloo rushed up to meet her halfway and Pandora wrapped her arms around the other filly, sighing out as she heard her question.

"Is this really the last we'll see of you?"

Pandora nodded slowly, brushing a hoof through Scootaloo's short mane. "My parents and I were only kept here by The Gloom, Scootaloo. We don't belong in this world. We need to move on."

Scootaloo let out a soft whimper, but broke the hug first. "Just thought you could maybe join our Cutiemark Crusaders club, since you don't have yours either..."

Pandora let out a warm giggle at that and gave Scootaloo a soft kiss on her cheek. "I would have been honored to join."

Pinkie could barely contain her energy, so Pandora continued down the stairs, leaving Scootaloo standing shocked as a heavy blush crept on her cheeks.

"Pink lady, you have something that belongs to me?" Pandora offered, and Pinkie quickly bounced on over, pulling a stack of bones from her ethereal saddlebags and putting them down on the step before the ghost filly.

"You still owe me for the popsicle, though. Maybe you can come and eat some cupcakes with me sometimes?" Pinkie offered with a bright smile and a wink, and Pandora noticed the gleam in the corner of the pink one's eyes.

"We'll throw a party together, miss Pinkie. I promise."

"Cross my heart, hope to die, stick a cupcake in my eye?" Pinkie spoke through a thick throat, and Pandora felt her own tears well up.

"Celestia willing," she mumbled, and let herself be pulled into a tight hug.

The other five ponies looked on with questioning glances, and Pandora broke the hug to address them all in turn.

"Miss Twilight. You asked what The Gloom was exactly. I think that's the most important thing to set straight."

The young princess nodded slowly but understood there was more to Pandora's words and didn't interrupt.

"The Gloom was my parents' sadness at the loss of their foal. My uncle was living with us and had taken care of my mother after she had fallen ill from my childbirth. He had always hated me."

Pandora took a few steps off to the side of the staircase and pointed toward the cellar door. "He waited until I was six years old before he took me into the cellar, promising we would play a fun game. He had built a maze of small rooms and led me through them until there was no further to go."

Scootaloo joined her side and Pandora looked down. "He bricked up the wall as I was pleading for him to stop. I heard him brick up the next wall, but then the sound stopped. I died alone, in the cold damp cellar. You know yourself how close to the water well."

"That was a terrible thing to do," Twilight spoke softly, shaking her head. "I'm so sorry you had to go through that."

Pandora shook her head. "I'm glad you came to my parents' rescue. I don't know what he told them, but they fell to The Gloom within a few short years. I was there, but they could not see me. My uncle... left with all the money and goods he could find when he found my parents in a catatonic state. He had only been after the money."

All were looking in disgust at the story, and Pandora reached for Rainbow Dash's cheek with her left hoof. "He never knew loyalty. Thank you for showing me there are ponies in this world who care more about their friends than their own wellbeing. You strained yourself to your limit carrying your friends out of my parents' chamber. Thank you, miss Rainbow Dash."

Rainbow pushed herself up in a proud stance. "I could've gone faster, you... ow." and slumped back down again from the pain in her side and limbs. "Ok, maybe not."

Pandora moved on to Applejack, smiling up warmly. "You did not even blink when the question came of whether you should follow after your friend. You're the first pony I met whom I trusted from the very beginning, even if the feeling wasn't mutual at first."

Applejack looked away with a little blush. "Well, I had to make sure y'all didn't do nothin' to my friends, ya know?"

The Unicorn nodded at that. "Thank you for giving me the chance. Others may have just ran away since I am a ghost. Your honesty in everything you've done while visiting our home helped me to find the truth in my own mind. The truth behind The Gloom. If it wasn't for your help, miss Pinkie's popsicle wouldn't have done much. I wouldn't have given her the chance to give it to me. Also, I like your hat."

Applejack grinned at the latter part, taking her hat off and bowing to the filly. "Much obliged."

Fluttershy was next, and Pandora made sure not to get too close to her. She saw her still shivering from held-back fear. "Your undying devotion and love for your friends, your kindness to all living things, just your energy helped to hold back The Gloom while your friends were fighting it, miss Fluttershy. I... hope you can one day come to love those of us who are no longer alive. We're not all bad."

Fluttershy looked down and peeped "Ok", not really knowing where to look.

Pandora moved on to Rarity but, instead of saying something out loud, leaned in and whispered something in her right ear.

Rarity's eyes went wide and she shook her head. "Really?"

Pandora nodded and Rarity could hardly contain her excitement as she quickly pushed past her and raced up the stairs. "Oh my, oh my, oh my."

Pandora looked up at where Rarity disappeared off to, waited a moment, and then grinned as she heard the squeal of excitement as the fashionista found a hidden cache of high quality clothes from an era that was much loved by all in the fashion world.

"Mom's wardrobe," she told the confused ponies, and Applejack facehooved.

"We ain't never gonna get that one out of there..."

Pandora then moved back up the stairs, making sure to pause a moment to collect her bones, then moved back up to her parents at the top of the landing.

"Again, I wish to thank you for freeing not only me, but also my parents and the villagers outside. We were bound here by magic, and as the magic dissipates we will all disappear. There will be little left but rubble before the sun sets."

Twilight took a step forward. "And what will happen to the well below?"

Pandora looked down at the floor a moment, then grinned wickedly. "This house will fill it."

Twilight blinked, then looked back at Rainbow and Applejack. "Get Rarity and whatever clothes she can't part with."

The two ponies rushed up to find their friend, and Scootaloo walked up with them up until the landing, standing face-to-face with Pandora yet again.

"What's the matter, Scootaloo?" Pandora asked, and Scootaloo whispered something to her.

Pandora's ghostly cheeks darkened a little, but she nodded silently in return.

"It's time to leave, dear," Pandora's dad broke the silence, looking up as a spectral light formed above his head. It expanded to shine down on Pandora and her mother as well, and started to lift them up toward the ceiling.

Pandora raised a hoof to wave at those still gathered in the lobby, and Scootaloo rubbed at her eyes with her own hoof, watching her ghostly friend disappear to the next world.

Just as the light died out Applejack and Rainbow Dash re-emerged from the hallway, dragging a heavily protesting Rarity along with her who, in turn, was dragging several suitcases along with her mouth and both forelegs.

Scootaloo walked down the stairs in silence, then out the front doors and only stopped when she was a little distance away from the mansion, sitting down and rubbing at her eyes again.

Twilight used her magic to 'help' Rarity out the door as well, and then left the mansion and closed the doors behind her.

"Everypony accounted for? Good. Let's head home, girls," she spoke, but stopped as she reached Scootaloo.

The rest of the group set in motion down the hill, but Scootaloo was still trying to fight her tears.

"Want a piggyback ride?" Twilight suggested, and levitated Scootaloo onto her back at a nod from the filly.

"So what did you say to Pandora, Scootaloo? It looked like she really liked it," Twilight continued, expressly sticking to the rear of the group.

"I.. I told her.. I said she.. I'll make her an honorary crusader, princess Twilight," Scootaloo stammered through her tears, then broke down completely.

As the mansion caved in behind her with a mighty rumble, princess Twilight Sparkle was once again reminded of the sheer power of the magic of friendship. 


End file.
